exv10w3



 





Exhibit 10.3




THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT




     This Amendment, effective as of May 14, 2004, is made by and between
SCHUFF INTERNATIONAL INC., a Delaware corporation and the other Persons listed
in Schedule 1.1 (collectively, the “Borrower”), and WELLS FARGO CREDIT, INC., a
Minnesota corporation (the “Lender”).



RECITALS




     The Borrower and the Lender are parties to a Credit and Security Agreement
dated as of August 13, 2003, as supplemented by a Post-Closing Items Agreement
of that same date, amended by an Amendment to Credit and Security Agreement and
Waiver of Defaults dated as of November 3, 2003, and amended by a Second
Amendment to Credit and Security Agreement dated as of March 26, 2004 (as
supplemented, the “Credit Agreement”). Capitalized terms used in these recitals
have the meanings given to them in the Credit Agreement unless otherwise
specified.



     The Borrower has requested that certain amendments be made to the Credit
Agreement, which the Lender is willing to make pursuant to the terms and
conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:



     1. Defined Terms. Capitalized terms used in this Amendment which are
defined in the Credit Agreement shall have the same meanings as defined
therein, unless otherwise defined herein.



     2. Amendments to Credit Agreement. Section 1.1 of the Credit Agreement
are amended to read as follows:



               “Maturity Date” means April 30, 2007.



     3. No Other Changes. Except as explicitly amended by this Amendment, all
of the terms and conditions of the Credit Agreement shall remain in full force
and effect and shall apply to any advance or letter of credit thereunder.



     4. Conditions Precedent. This Amendment, shall be effective when the
Lender shall have received an executed original hereof, together with each of
the following, each in substance and form acceptable to the Lender in its sole
discretion:



         (a) The Acknowledgment and Agreement of Guarantors set forth at the end of
this Amendment, duly executed by each Guarantor.



         (b) Such other matters as the Lender may require.



     5. Representations and Warranties. The Borrower hereby represents and
warrants to the Lender as follows:



 









 





         (a) The Borrower has all requisite power and authority to execute this
Amendment and to perform all of its obligations hereunder, and this Amendment
has been duly executed and delivered by the Borrower and constitutes the legal,
valid and binding obligation of the Borrower, enforceable in accordance with
its terms.



         (b) The execution, delivery and performance by the Borrower of this
Amendment have been duly authorized by all necessary corporate action and do
not (i) require any authorization, consent or approval by any governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, (ii) violate any provision of any law, rule or regulation or of any
order, writ, injunction or decree presently in effect, having applicability to
the Borrower, or the articles of incorporation or by-laws of the Borrower, or
(iii) result in a breach of or constitute a default under any indenture or loan
or credit agreement or any other agreement, lease or instrument to which the
Borrower is a party or by which it or its properties may be bound or affected.



         (c) All of the representations and warranties contained in Article V of
the Credit Agreement are correct on and as of the date hereof as though made on
and as of such date, except to the extent that such representations and
warranties relate solely to an earlier date.



     6. References. All references in the Credit Agreement to “this Agreement”
shall be deemed to refer to the Credit Agreement as amended hereby; and any and
all references in the Security Documents to the Credit Agreement shall be
deemed to refer to the Credit Agreement as amended hereby.



     7. No Waiver. The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of any Default or
Event of Default under the Credit Agreement or breach, default or event of
default under any Security Document or other document held by the Lender,
whether or not known to the Lender and whether or not existing on the date of
this Amendment.



     8. Release. The Borrower, and each Guarantor by signing the Acknowledgment
and Agreement of Guarantors set forth below, each hereby absolutely and
unconditionally releases and forever discharges the Lender, and any and all
participants, parent corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims, demands or causes of action of
any kind, nature or description, whether arising in law or equity or upon
contract or tort or under any state or federal law or otherwise, which the
Borrower or such Guarantor has had, now has or has made claim to have against
any such person for or by reason of any act, omission, matter, cause or thing
whatsoever arising from the beginning of time to and including the date of this
Amendment, whether such claims, demands and causes of action are matured or
unmatured or known or unknown.



     9. Costs and Expenses. The Borrower hereby reaffirms its agreement under
the Credit Agreement to pay or reimburse the Lender on demand for all costs and
expenses incurred by the Lender in connection with the Loan Documents,
including without limitation all



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reasonable fees and disbursements of legal counsel. Without limiting the
generality of the foregoing, the Borrower specifically agrees to pay all fees
and disbursements of counsel to the Lender for the services performed by such
counsel in connection with the preparation of this Amendment and the documents
and instruments incidental hereto. The Borrower hereby agrees that the Lender
may, at any time or from time to time in its sole discretion and without
further authorization by the Borrower, make a loan to the Borrower under the
Credit Agreement, or apply the proceeds of any loan, for the purpose of paying
any such fees, disbursements, costs and expenses.




     10. Miscellaneous. This Amendment and the Acknowledgment and Agreement of
Guarantors may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.



	 	 	 	 	 	 
	 	 	SCHUFF INTERNATIONAL, INC., a	 
	WELLS FARGO CREDIT, INC.	Delaware corporation
	 
	 	 	 	 	 
	By  
	/s/ Joseph A. Lisack	By
	/s/ Scott A. Schuff
	 	
 

	 	
 
	Print Name: Joseph A. Lisack

	 	Scott A. Schuff
	Its Assistant Vice President

	 	Its President







	 	 	 	 	 
	 	SCHUFF STEEL COMPANY, a

Delaware corporation

 	 
	 	By:  	 /s/ Scott A. Schuff
 	 
	 	 	Scott A. Schuff 	 
	 	 	Its President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Michael R. Hill
 	 
	 	 	Michael R. Hill 	 
	 	 	Its: Vice President and CFO 	 
	 



	 	 	 	 	 
	 	BANNISTER STEEL, INC., a California

corporation

 	 
	 	By:  	/s/ Scott A. Schuff
 	 
	 	 	Scott A. Schuff 	 
	 	 	Its:  Vice President 	 



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	 	ADDISON STEEL, INC., a Florida

corporation

 	 
	 	By:  	/s/ Scott A. Schuff
 	 
	 	 	Scott A. Schuff 	 
	 	 	Its: Vice President 	 
	 



	 	 	 	 	 
	 	QUINCY JOIST COMPANY, a Delaware

corporation

 	 
	 	By:  	/s/ Scott A. Schuff
 	 
	 	 	Scott A. Schuff 	 
	 	 	Its:  Vice President 	 
	 



	 	 	 	 	 
	 	SIX INDUSTRIES, INC., a Delaware

corporation

 	 
	 	By:  	/s/ Scott A. Schuff
 	 
	 	 	Scott A. Schuff 	 
	 	 	Its: Vice President 	 
	 



	 	 	 	 	 
	 	ON-TIME STEEL MANAGEMENT

HOLDING, INC., a Delaware corporation

 	 
	 	By:  	/s/ Michael R. Hill
 	 
	 	 	Michael R. Hill 	 
	 	 	Its:  Secretary and Treasurer 	 



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ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS





     The undersigned, each a guarantor of the indebtedness of Schuff
International, Inc. (the “Borrower”) to Wells Fargo Credit, Inc. (the “Lender”)
pursuant to a separate Guaranty dated as of August 13, 2003 (each, a
“Guaranty”), hereby (i) acknowledges receipt of the foregoing Amendment; (ii)
consents to the terms (including without limitation the release set forth in
paragraph 8 of the Amendment) and execution thereof; (iii) reaffirms his or its
obligations to the Lender pursuant to the terms of his or its Guaranty; and
(iv) acknowledges that the Lender may amend, restate, extend, renew or
otherwise modify the Credit Agreement and any indebtedness or agreement of the
Borrower, or enter into any agreement or extend additional or other credit
accommodations, without notifying or obtaining the consent of the undersigned
and without impairing the liability of the undersigned under his or its
Guaranty for all of the Borrower’s present and future indebtedness to the
Lender.


	 	 	 	 	 
	 	ON-TIME STEEL MANAGEMENT, INC.,  a Delaware corporation

 	 
	 	By:  	/s/ Daniel T. Kneifl
 	 
	 	 	Daniel T. Kneifl, President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	ON-TIME STEEL MANAGEMENT – NORTHWEST L.L.C.,
a Delaware limited liability company

 	 
	 	By:  	/s/ Michael R. Hill
 	 
	 	 	Michael R. Hill, Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Scott Sherman
 	 
	 	 	Scott Sherman, Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	ON-TIME STEEL MANAGEMENT – COLORADO L.L.C., a Delaware limited liability company

 	 
	 	By:  	/s/ Michael R. Hill
 	 
	 	 	Michael R. Hill, Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Scott Sherman
 	 
	 	 	Scott Sherman, Manager 	 
	 	 	 	 




 









 






	 	 	 	 	 



SCHEDULE 1.1




Schuff International, Inc., a Delaware corporation

Schuff Steel Company, a Delaware corporation

Bannister Steel, Inc., a California corporation

Addison Steel, Inc, a Florida corporation

Quincy Joist Company, a Delaware corporation

Six Industries, Inc., a Delaware corporation

On-Time Steel Management Holding, Inc., a Delaware corporation